TIDMBWNG
RNS Number : 6529Y
Brown (N.) Group PLC
10 September 2020
10 September 2020
N BROWN GROUP PLC - RESULTS OF AGM
The Board of Directors of N Brown Group plc (the "Company")
announces the results of voting on the resolutions put to
shareholders at its Annual General Meeting (the "AGM") held on
Thursday 10 September 2020. Details of the resolutions are set out
in full in the Notice of AGM circulated to shareholders on 08 July
2020. Copies are available to view and download on the Company's
corporate website:
https://www.nbrown.co.uk/investors/shareholder-information/agm
In light of the prevailing Government guidance in relation to
Covid-19, the AGM was convened with the minimum quorum of
shareholders present in order to conduct the business of the
meeting. This was facilitated by N Brown.
A poll was held on each of the resolution proposed; all
resolutions were passed by the required majority.
Resolutions 1 to 15 (inclusive) were passed as ordinary
resolutions and resolutions 16 and 17 were passed as special
resolutions.
As the Company has a controlling shareholder, Lord Alliance of
Manchester CBE, as defined in the Financial Conduct Authority's
Listing Rules, each resolution to elect or re-elect an Independent
Non-Executive Director (resolutions 3, 5, 7, 8, 9, 10 and 11) has
been approved by a majority of votes cast by:
- The shareholders of the Company as a whole; and
- The independent shareholders of the Company.
The results of votes cast for each resolution were as
follows:
RESOLUTION VOTES % FOR VOTES AGAINST % AGAINST % ISC* VOTES
FOR VOTED WITHELD
To receive the annual accounts of the
Company for the 52 weeks ended 29 February
2020 together
with the directors' and auditors' report
1 on those accounts 172,090,925 99.99 1,500 0.01 60.21 2,672
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
2 To approve the Directors Remuneration 171,973,863 99.94 109,805 0.06 60.21 11,429
Report for the year ended 2 March 2019
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
3 To elect as a director Vicky Mitchell 172,035,952 99.99 9,666 0.01 60.19 49,479
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
4 To elect as a director Rachel Izzard 172,036,739 99.99 8,879 0.01 60.19 49,479
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
5 To re-elect as a director Matt Davies 172,013,086 99.95 79,089 0.05 60.21 2,922
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
6 To re-elect as a director Lord Alliance of 172,081,462 99.99 9,213 0.01 60.21 4,422
Manchester CBE
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
7 To re-elect as a director Ron McMillan 172,066,889 99.99 20,589 0.01 60.21 7,619
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
8 To re-elect as a director Lesley Jones 172,022,836 99.96 66,142 0.04 60.21 6,119
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
9 To re-elect as a director Richard Moross 172,068,389 99.99 11,473 0.01 60.21 15,235
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
10 To re-elect as a director Gill Barr 172,069,873 99.99 20,605 0.01 60.21 4,619
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
11 To re-elect as a director Michael Ross 172,076,005 99.99 11,473 0.01 60.21 7,619
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
12 To re-elect as a director Steve Johnson 172,078,955 99.99 11,523 0.01 60.21 4,619
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
13 To re-appoint KPMG LLP as the Company's 172,043,944 99.99 12,676 0.01 60.20 38,477
auditors
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
14 To authorise the directors to fix the 172,084,583 99.99 6,308 0.01 60.21 4,206
auditors' remuneration
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
15 Director's authorisation to allot shares 172,010,941 99.96 76,950 0.04 60.21 7,206
in the Company ... up to an aggregate
nominal amount
of GBP10,530,106... (full resolution in
AGM notice)
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
16 Granting of Section 561 authority 171,942,832 99.92 145,059 0.08 60.21 7,206
permitting an allotment of shares by the
Directors for cash
without pre-emption rights... (full
resolution in AGM notice)
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
17 Permitting a general meeting of the 171,766,965 99.81 326,960 0.19 60.21 1,172
Company, other than an annual general
meeting, to be called
on not less than 14 clear days' notice
------------------------------------------- ------------ ------ -------------- ---------- ------- ---------
* Issued Share Capital
Independent Non-Executive Director
The results cast by independent shareholders on the resolutions
concerning the re- election of the independent Non-Executive
Directors were as follows:
RESOLUTION VOTES % VOTES % % ISC* VOTES
FOR FOR AGAINST AGAINST VOTED WITHELD
3 To elect as a director Vicky Mitchell 86,179,866 99.99 9,666 0.01 30.16 49,479
----------------------------------------- ----------- ------ --------- --------- ------- ---------
5 To re-elect as a director Matt Davies 86,157,000 99.91 79,089 0.09 30.17 2,922
----------------------------------------- ----------- ------ --------- --------- ------- ---------
7 To re-elect as a director Ron McMillan 86,210,803 99.98 20,589 0.02 30.17 7,619
----------------------------------------- ----------- ------ --------- --------- ------- ---------
8 To re-elect as a director Lesley Jones 86,166,750 99.92 66,142 0.08 30.17 6,119
----------------------------------------- ----------- ------ --------- --------- ------- ---------
9 To re-elect as a director Richard Moross 86,212,303 99.99 11,473 0.01 30.17 15,235
----------------------------------------- ----------- ------ --------- --------- ------- ---------
10 To re-elect as a director Gill Barr 86,213,787 99.98 20,605 0.02 30.17 4,619
----------------------------------------- ----------- ------ --------- --------- ------- ---------
11 To re-elect as a director Michael Ross 86,219,919 99.99 11,473 0.01 30.17 7,619
----------------------------------------- ----------- ------ --------- --------- ------- ---------
* Issued share capital
Notes:
1. As at the date of the AGM, the Company had 285,817,178
ordinary shares in issue. The Company did not hold any shares in
treasury and therefore the number of total voting rights as at the
date of the AGM was 285,817,178.
2. The scrutineer of the voting was Link Asset Services, the Company's Share Registrar.
3. Note that a 'vote withheld' is not a vote in law and such votes have not been included in the
calculation of votes 'for' and 'against' each resolution. Proxy
appointments which gave
discretion to the Chairman have been included in the 'for' total
above.
In accordance with Listing Rule 9.6.2, copies of the resolutions
which constitute special business at the AGM (being resolutions 16
and 17) will be submitted to the National Storage Mechanism and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
A copy of this announcement has been posted on the Company's
corporate website:
https://www.nbrown.co.uk/investors/shareholder-information/agm
For enquiries, please contact: Theresa Casey, Company Secretary
and General Counsel, N Brown Group Plc
Tel: +44 (0)161 238 2208
Registered office:
Griffin House
40 Lever Street
Manchester
M60 6ES
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